A/N: You know me, when i run out of inspiration for my stories i write one shots to try and find that inspiration again. Little fluff fic. The italics are brief flashbacks from Gill Girl. This ficlet is set shortly after Season Two. Enjoy, please review.

One Shot

He looked so peaceful in his sleep.

You never would have guessed he was a multi-million dollar human weapon from the innocent aura around him and wherever it came from, hell only knew.

Thank whatever unholy god she knew better than to trust the first glance. A small smile teased upon her lips and silently she stepped away from her position at the window to sit at the foot of the bed.


Now that was a laugh, especially considering the 'so-called' innocent looking man had a thing for fighting, alcohol and strip clubs. Not all necessarily at the same timeā€¦but then again, this was Alec.

Max scrunched up her face and gave him a scrutinising once over. "No way!" Alec tried persuading her with a little more tact, a subtle approach to how she could stand a chance against the plain, ordinary girls.

"C'mon Max, don't sell yourself short. I mean, ya got a decent shot." His eyes briefly sparkled mischievously as he allowed his eyes to look downwards over her. Teasing her.

That look in his eyes when she had given in and stripped off her jacket was undeniable. But she chose to ignore him as she stomped around to the strip clubs back entrance.

Another smile worked its way onto her face as she recalled the memory with ease.

"Wow Max, you uh, you done this before?" His tone condescending, the X5 in question growled her reply.

"Shut up." Not that she would voice her opinion aloud on this topic, extra especially with Alec, but if she gave him a lap dance, it would be something he would never forget. Undoubtedly.

Sighing, Max carefully rose up and scooted closer to the head of the bed, reaching out and gently pushing back the displaced strands of dark blonde hair in his face.

"Give it up Alec the two of you would never work." Alec sighed in agreement.

"Yeah, you're right, I always go for the ones I can't have."

Max had almost turned to him with a genuine smile at that, but she chose to hold it back. They were on a mission to save a fellow Manticorian and she felt like telling him at the time, 'If you worked a little harder you could have me.'

Damn it. No. Damn him.

A rueful look and her teeth tugging thoughtfully at her bottom lip, 452 thought up all the other times when she felt like following her impulses, wondering if he would ever act on his own.

She may be stubborn, but she wasn't blind and be damned if Alec wasn't one of the most attractive men she had come across in her lifetime. They both knew something was there, but there were so many complications in the way. Not that it would stop either of them, but they were equally as stubborn as to who, it seemed, would make the first move.

Her eyes widened slightly as he stirred, moaning in his slumber as he tried to find a more comfy spot in the pillow and tentatively Max reached out to caress his jaw line, straightening slightly when his eyes snapped open, still laced with the remnants of sleep, but non the less alert. "Max?" She smiled down at him, his voice thick with curiosity; he didn't miss the twinkle in her darker orbs.

Slipping off her shoes and tossing her leather jacket to the floor, she leaned down into him, mouth inches from his as she whispered back. "Hey sleepy head." Cocking his head to the side he looked at her through half lidded eyes.

"Hey." His own smile broadening as he became fully awake. Max held Alec's eye for a moment before going in for the kill, grazing her lips against his until she felt him wrap an arm around her waist and hoist her on top of him, slowly exploring her lips until his patience ran short, nipping at the flesh until she opened her mouth and gave into her own impatience.

"Alec..." She breathed between his devouring kisses. He made a 'hmming' noise to acknowledge he was listening as his hands found their way to the buttons on her dark blouse, kisses suddenly taking a path down to the hollow of her throat. "Don't hold back." A deep chuckle escaped his mouth.

"I wondered when you'd find a home in me." They both paused to take in one another, unusually shy smiles finding there way to both transgenics faces as they lay kissing in the dark.